Chapter V: Public limited companies.

The société anonyme is managed by a Management Board consisting of no more than five members. The composition of the Management Board shall endeavour to seek a balanced representation of women and men. In sociétés anonymes whose capital is less than 150,000 euros, the functions vested in the Management Board may be exercised by a single person. The Management Board shall exercise its functions under the control of a Supervisory…

The members of the Management Board are appointed by the Supervisory Board, which confers on one of them the status of Chairman. When a single person performs the functions devolved to the Management Board, he takes the title of sole Managing Director. On pain of nullity of the appointment, the members of the Management Board or the sole Managing Director shall be natural persons. They may be chosen from outside…

The Articles of Association must provide for an age limit for the performance of the duties of member of the Management Board or sole Managing Director which, in the absence of an express provision, is set at sixty-five years. Any appointment made in breach of the provisions set out in the previous paragraph shall be null and void. When a member of the Management Board or the sole Managing Director…

Members of the Management Board or the sole Managing Director may be dismissed by the General Meeting and, if the Articles of Association so provide, by the Supervisory Board. If the dismissal is decided without just cause, it may give rise to damages. In the event that the person concerned has entered into an employment contract with the company, the dismissal from his duties as a member of the Management…

The Articles of Association determine the term of office of the Management Board, which may be between two and six years. In the absence of a provision in the Articles of Association, the term of office is four years. In the event of a vacancy, the replacement is appointed for the time remaining until the Management Board is renewed.

The deed of appointment shall determine the method and amount of remuneration for each member of the Management Board.

The Management Board is vested with the broadest powers to act in all circumstances on behalf of the company. It exercises these powers within the limits of the company’s objects and subject to those expressly assigned by law to the Supervisory Board and to shareholders’ meetings. It determines the direction of the company’s business and ensures that it is implemented in accordance with the company’s interests, taking into account the…

The relocation of the registered office to French territory may be decided by the Supervisory Board, subject to ratification of this decision by the next Ordinary General Meeting. On delegation from the Extraordinary General Meeting, the Supervisory Board shall make the necessary amendments to the Articles of Association to bring them into line with legislative and regulatory provisions, subject to ratification of these amendments by the next Extraordinary General Meeting.

The Chairman of the Management Board or, where applicable, the sole Managing Director represents the company in its dealings with third parties. However, the Articles of Association may empower the Supervisory Board to grant the same power of representation to one or more other members of the Management Board, who then bear the title of Managing Director. Provisions in the Articles of Association limiting the company’s power of representation are…

A natural person may not hold more than one office as a member of the management board or sole managing director of public limited companies having their registered office on French territory. As an exception to the provisions of the first paragraph: a second term of office as a member of the management board or sole managing director or a term of office as managing director may be held in…